Fortum's Uniper investment

In September 2017, Fortum announced it had signed a transaction agreement with E.ON under which E.ON had the right to decide to tender its 46.65% shareholding in Uniper SE into Fortum’s public takeover offer (PTO). In November 2017, Fortum launched a voluntary public takeover offer to all Uniper shareholders at a total value of EUR 22 per share, implying a premium of 36% to the price prior to intense market speculation on a potential transaction at the end of May 2017. In February 2018, Fortum announced that shareholders representing 47.12% of the shares in Uniper had accepted the offer.

The PTO was conditional to regulatory and merger control approvals in several countries. During the second quarter 2018, Fortum received the required clearances in Russia under the Strategic Investment Law as well as Competition law. The clearances allow Fortum the acquisition of up to 50% of shares and voting rights in Uniper. During the second quarter Fortum also received an unconditional merger clearance decision from the European Commission. Clearances in the United States and South Africa had already been granted earlier.

On 26 June 2018, Fortum closed the offer and became the largest shareholder in Uniper with 47.35% of the shares. Fortum paid a total consideration of EUR 3.7 billion for all shares tendered (EUR 21.31 per share). The total consideration was financed with existing cash resources of EUR 1.95 billion and bridge loan financing from committed credit facilities of EUR 1.75 billion.

Fortum expects the investment to deliver an attractive return that will support Fortum in accelerating the development and implementation of sustainable energy technologies, without sacrificing a competitive dividend.

We are very pleased to have closed the transaction and to have become Uniper’s largest shareholder. The investment delivers on Fortum's vision and strategy as well as our investment criteria.

Pekka Lundmark

President and CEO

Strategic rationale

The investment in Uniper delivers on Fortum's previously announced capital redeployment strategy and investment criteria. Uniper's businesses are well aligned with Fortum's core competencies, are close to Fortum's home markets and are highly cash generative. We expect the investment to deliver an attractive return that will support the company in accelerating the development and implementation of sustainable energy technologies, without sacrificing a competitive dividend.

We are investing in a strong, successful company with a diversified portfolio. Fortum is absolutely committed to work for a cleaner Europe. To make this vision a reality we must also provide customers with a secure energy supply at a competitive price during the transition towards lower emissions. Conventional energy, especially gas, can respond to the increasing intermittent renewable production, providing the flexibility needed to ensure supply in geographies where sufficient hydropower resources are not available.